06/03/2026 | Press release | Distributed by Public on 06/03/2026 14:58
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1) |
Approval of the potential exercise of the (i) 399,020 new Series C ordinary warrants and Series D ordinary warrants, in the aggregate, to purchase an aggregate of 399,020 ordinary shares, par value US$0.135 per share ("ordinary shares") at an exercise price of $5.00 per ordinary share (collectively, the "New Warrants"), and (ii) 13,966 placement agent warrants to purchase 13,966 ordinary shares at an exercise price of $6.25 per ordinary share (the "Placement Agent Warrants"), that we issued pursuant to the induced warrant exercise transaction that we completed on May 18, 2026 (the "Warrant Inducement Transaction"), for which approval is required in accordance with Nasdaq Listing Rule 5635(d) (the "New Warrant Exercisability Proposal") (all of such numbers of New Warrants, Placement Agent Warrants and underlying ordinary shares, and exercise prices and par value, have been adjusted to reflect our 1-for-10 reverse share split effected on May 28, 2026).
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(2) |
An increase to the authorized share capital of the Company by _______ ordinary shares, from US$796,500 divided into 5,900,000 ordinary shares of a par value of US$0.135 each (which is our current authorized share capital following our 1-for-10 reverse share split effected on May 28, 2026), to US$_________ divided into _______ ordinary shares of a par value of US$0.135 each (the "Authorized Share Capital Increase Proposal").
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Thank you for your participation. We look forward to your continued support.
Sincerely,
/s/ Ilan Hadar
Chairman of the Board and Chief Executive Officer
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Time and Date of Extraordinary
General Meeting (the "meeting")
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9:00 a.m. Eastern Daylight Time/4:00 p.m. local (Israel) time on ______, July __, 2026
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Place of Meeting
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(in-person attendance)
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Meitar Law Offices
16 Abba Hillel Road, 10th floor
Ramat Gan, Israel 5250608
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(virtual or telephonic attendance-
may submit questions, but not vote)
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https://www.cstproxy.com/silexion/thirdegm2026. Log into the virtual site by using the control number included in your proxy materials; or call 1 800-450-7155 (toll-free, within the U.S. and Canada) or +1 857-999-9155 (outside of the U.S. and Canada- standard rates apply), conference ID: ______#.
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Agenda Items/Proposals
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1.
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New Warrant Exercisability Proposal: The approval of the exercisability of the (i) 399,020 aggregate new Series C and Series D ordinary warrants to purchase 399,020 ordinary shares, par value US$0.135, of Silexion ("ordinary shares") at an exercise price of $5.00 per ordinary share that Silexion issued as an inducement to investors, and (ii) 13,966 placement agent warrants to purchase 13,966 ordinary shares at an exercise price of $6.25 per ordinary share that Silexion issued as related compensation to the placement agent, as part of an induced warrant exercise transaction that Silexion completed on May 18, 2026 (the "Warrant Inducement Transaction") (all of such numbers of new warrants, placement agent warrants, and underlying ordinary shares, and exercise prices and par value, have been adjusted to reflect the 1-for-10 reverse share split effected by Silexion on May 28, 2026). |
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2.
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Authorized Share Capital Increase Proposal: An increase to the authorized share capital of the Company by _______ ordinary shares, from US$796,500 divided into 5,900,000 ordinary shares of a par value of US$0.135 each (constituting Silexion's authorized share capital following the 1-for-10 reverse share split effected on May 28, 2026), to US$_________ divided into _______ ordinary shares of a par value of US$0.135 each. | |
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Required Majority for
Approval of Proposals
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Under the laws of the Cayman Islands and Silexion's Amended and Restated Articles of Association, the approval of each of the New Warrant Exercisability Proposal and the Authorized Share Capital Increase Proposal requires an ordinary resolution, adopted by the affirmative vote of shareholders holding ordinary shares amounting in the aggregate to at least a majority of the votes cast by shareholders as, being entitled to do so, vote in person or by proxy at the meeting with respect to such proposal. Abstentions and broker non-votes are not considered "actually cast" and are therefore not taken into consideration in determining whether a majority has been achieved for the proposal.
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Purpose of Agenda Items
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New Warrant Exercisability Proposal: Under Nasdaq Listing Rule 5635(d), Silexion is required to seek shareholder approval of the exercisability of (i) the 399,020 aggregate new Series C ordinary warrants and Series D ordinary warrants to purchase 399,020 ordinary shares at an exercise price of $5.00 per ordinary share, and (ii) the 13,966 placement agent warrants to purchase 13,966 ordinary shares at an exercise price of $6.25 per ordinary share, all of which Silexion issued in the Warrant Inducement Transaction, as a condition to those warrants becoming exercisable. Without that shareholder approval condition, the Warrant Inducement Transaction would have been deemed a non-public offering at a price below the Nasdaq "minimum price", and the financing under that transaction itself could not have been completed right away, due to the Nasdaq requirement to seek shareholder approval, or would have needed to have been carried out at a price, or on other terms, that the investors in the transaction would not have accepted. The funds raised in that transaction were essential in restoring the Company's compliance with the Nasdaq shareholders' equity requirement and providing financing for the Company's upcoming Phase 2/3 clinical trials for its SIL 204 product candidate for the treatment of solid tumors driven by KRAS mutations. Silexion has furthermore committed contractually to the investors under the transaction documents to obtain the approval of its shareholders to enable the exercisability of those new warrants and placement agent warrants. The New Warrant Exercisability Proposal therefore fulfills regulatory and contractual requirements of Silexion related to its recent financing transaction. The potential exercise of the new warrants and placement agent warrants could furthermore serve as an additional source of financing, and could assist the Company in maintaining compliance with the Nasdaq shareholders' equity requirement, in the near-term or mid-term future.
Authorized Share Capital Increase Proposal: The Authorized Share Capital Increase Proposal is meant to provide the Company with sufficient authorized share capital to issue as part of maintaining compliance with Nasdaq Listing Rule 5550(b)(1), which requires that the Company have at least $2.5 million of shareholders' equity on a continued basis under the Equity Standard of the Nasdaq Capital Market, on which the Company's ordinary shares and warrants are listed. Beyond the need to comply with the Nasdaq shareholders' equity requirement, the Company requires an enhanced authorized share capital to pursue its ongoing operational needs related to its clinical development of RNA interference (RNAi) therapies, including financing activities and potential business development opportunities for complementary assets. The Company intends to manage its enlarged authorized share capital to reinforce, as much as possible, the price and liquidity of, and the trading market for, its traded securities. The proposed increase of _________ authorized ordinary shares is expected to be sufficient for the Company to maintain its requisite shareholders' equity level and achieve the foregoing additional objectives in the short-term to mid-term future.
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Board Recommendation
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The Board unanimously recommends a vote "FOR" each of the New Warrant Exercisability Proposal and the Authorized Share Capital Increase Proposal.
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Record Date
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You are entitled to notice of, and to vote at, the meeting if you held an ordinary share of Silexion as of the close of business on _____, June __, 2026.
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Additional Proxy Materials
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The New Warrant Exercisability Proposal and the Authorized Share Capital Increase Proposal, and details with respect to the meeting, are described more fully in the attached proxy statement, which we are sending (together with this notice and a proxy card or voting instruction form) to our shareholders and which we urge you to read in its entirety. Copies of this notice, the attached proxy statement and the related proxy card are also being filed with the U.S. Securities and Exchange Commission (the "SEC") under cover of Schedule 14A, which documents may be obtained for free from the SEC's website at www.sec.gov, the "Investors" portion of our website, www.silexion.com, or at the website for the meeting, https://www.cstproxy.com/silexion/thirdegm2026
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Quorum Requirement
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No action may be taken at the meeting unless a quorum, consisting of the holders of at least a majority of the Company's outstanding ordinary shares, are present in person or by proxy. If a quorum is not present at the meeting within half an hour from the time designated for the meeting to begin, the chairman of the meeting will adjourn the meeting for one week, to __________, July __, 2026, at the same time and same place at which the meeting is held, at which time resolutions may be adopted solely with respect to the proposals described in this notice of the original meeting. If a quorum is not present at the reconvened meeting within half an hour from the time designated for it to begin, those shareholders present (regardless of how many) will be deemed to constitute a quorum and action may be taken on the matters on the agenda.
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Required Vote
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Approval of each of the New Warrant Exercisability Proposal and the Authorized Share Capital Increase Proposal requires the affirmative vote of shareholders holding ordinary shares amounting in the aggregate to at least a majority of the votes cast by shareholders as, being entitled to do so, vote in person or by proxy at the meeting with respect to such proposal. Abstentions and broker non-votes are not considered "actually cast" and are therefore not taken into consideration in determining whether a majority has been achieved for any proposal, but the ordinary shares represented thereby are considered present for purposes of the quorum requirement.
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Means of Voting
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The vote of each of the Company's shareholders is important regardless of whether or not any particular shareholder attends the meeting. Accordingly, we urge you to read the attached proxy statement and vote your ordinary shares promptly, regardless of the number of ordinary shares you own.
You may vote the ordinary shares that you own directly (i.e., as a record shareholder) via proxy, by signing and returning the form of proxy in the enclosed envelope. If you prefer to vote via the internet, you may do so at www.cstproxyvote.com, by using the control number that appears towards the bottom of the physical proxy card that was sent to you. You may revoke your proxy at any time before it is voted, and you may attend the meeting and vote in person even if you have previously signed a proxy or voted via the internet. As an alternative to voting via proxy or via the internet, you may vote the ordinary shares that you own directly in person by attending the meeting.
If your ordinary shares are held in street name on Nasdaq (i.e., ordinary shares that are held through a bank, broker or other nominee), you may instruct the nominee as to how you want your ordinary shares voted, including via the internet (at www.proxyvote.com). Specific instructions as to how to vote are set forth on the enclosed voting instruction form provided by your bank, broker, or nominee.
If voting via proxy, your vote must be received by 11:59 p.m., Eastern time on _______, July _, 2026 in order to be counted towards the tally of votes on the proposals at the meeting. If submitting voting instructions via a voting instruction form or via the internet, the deadline for receipt of your voting instructions will be at such time on such date as may be indicated in the voting directions provided to you.
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Attendance at Meeting
(in person)
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If you are a shareholder holding ordinary shares as of the record date for the meeting (June _, 2026) and desire to attend the meeting in person, if a record shareholder, please provide at the meeting the name under which your ordinary shares are held of record and proof of ownership (a copy of your share certificate or a statement showing book-entry shares). If you hold your ordinary shares in "street name" (through a bank or broker), please bring to the meeting the required proof of ownership described for attendance at the meeting, namely: a "legal proxy" from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting, along with an account statement or other proof that shows that you owned your shares as of the record date for the meeting.
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(virtual or telephonic
attendance)
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https://www.cstproxy.com/silexion/thirdegm2026. Log into the virtual site by using the control number included in your proxy materials, or call 1 800-450-7155 (toll-free, within the U.S. and Canada) or +1 857-999-9155 (outside of the U.S. and Canada- standard rates apply), conference ID: ______. You may submit questions, but not vote, while attending the meeting virtually or telephonically.
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By Order of the Board of Directors,
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/s/ Ilan Hadar
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Chairman of the Board and Chief Executive Officer
June __, 2026
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Page
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INFORMATION CONCERNING ATTENDANCE AND VOTING
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1
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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE EXTRAORDINARY GENERAL MEETING
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1
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PROPOSAL 1 - NEW WARRANT EXERCISABILITY PROPOSAL
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PROPOSAL 2 - AUTHORIZED SHARE CAPITAL INCREASE PROPOSAL
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11
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RISK FACTORS RELATED TO THE PROPOSALS
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15
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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OTHER MATTERS
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19
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(1) |
New Warrant Exercisability Proposal: The approval of the exercisability of the (i) 399,020 aggregate new Series C and Series D ordinary warrants to purchase 399,020 ordinary shares, par value US$0.135, of Silexion ("ordinary shares") at an exercise price of $5.00 per ordinary share (collectively, the "New Warrants") that we issued as an inducement to investors to exercise 199,510 existing warrants to purchase 199,510 ordinary shares, and (ii) 13,966 placement agent warrants to purchase 13,966 ordinary shares at an exercise price of $6.25 per ordinary share that we issued as related compensation to the placement agent (the "Placement Agent Warrants"), in each case as part of an induced warrant exercise transaction that we completed on May 18, 2026 (the "Warrant Inducement Transaction"). (All of such numbers of New Warrants, existing warrants, Placement Agent Warrants, and underlying ordinary shares, and exercise prices per share and par value, have been adjusted to reflect the 1-for-10 reverse share split that we effected on May 28, 2026.) We refer to the proposal to enable the New Warrants and Placement Agent Warrants to become exercisable as the "New Warrant Exercisability Proposal" or "Proposal 1".
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(2) |
Authorized Share Capital Increase Proposal: An increase to the authorized share capital of the Company (as set forth in paragraph 5 of our Amended and Restated Memorandum of Association (the "Memorandum of Association")) by ________ ordinary shares, from US$796,500 divided into 5,900,000 ordinary shares of a par value of US$0.135 each (which is our current authorized share capital, following the 1-for-10 reverse share split that we effected on May 28, 2026), to US$______ divided into ________ ordinary shares of a par value of US$0.135 each. We refer to the proposal for the foregoing proposed increase as the "Authorized Share Capital Increase Proposal" or "Proposal 2".
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Proposal
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Board Recommendation
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Vote Required for Approval
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Effect of Abstentions(1)
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Broker
Discretionary Voting Allowed?(2) |
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Warrant Exercisability Proposal
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FOR
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The affirmative vote "FOR" by an ordinary majority of our shareholders as, being entitled to do so, vote in person or by proxy.
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No effect.
Not considered votes cast on this proposal.
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No.
Brokers without voting instructions will not have discretionary authority to vote.
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Authorized Share Capital Increase Proposal
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FOR
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The affirmative vote "FOR" by an ordinary majority of our shareholders as, being entitled to do so, vote in person or by proxy.
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No effect.
Not considered votes cast on this proposal.
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No.
Brokers without voting instructions will not have discretionary authority to vote.
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As noted below, abstentions will be counted as present for purposes of establishing a quorum at the extraordinary general meeting.
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Only relevant if you are the beneficial owner of shares held in street name. If you are a shareholder of record and you do not cast your vote (i.e., you do not return a signed proxy card), a vote will not be cast on your behalf on the proposals at the extraordinary general meeting.
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potential acquisitions of assets (for example, additional product candidates) that are complementary to our RNAi therapies to treat solid tumors driven by KRAS mutations, in which the consideration with which we pay are newly-issued ordinary shares; and
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issuance of shares upon vesting and/or exercise of equity awards under our equity incentive plans, including our 2024 Equity Incentive Plan (the "2024 Plan"), which serves the purpose of incentivizing officers, other employees, and directors.
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Ongoing sales of newly issued ordinary shares under our ATM via H.C. Wainwright, pursuant to which up to $13.17 million of ordinary shares may be issued and sold under our shelf registration statement on Form S-3 (SEC file number 333-290544) and related prospectus supplement, of which $11.96 million remains available for issuance and sale as of June 1, 2026;
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Potential follow-on public offerings of ordinary shares, pre-funded warrants and, to the extent necessary, ordinary warrants, that are similar to the public offerings that we completed on January 17, 2025 and September 12, 2025, in which we raised $5.0 million and $6.0 million of gross proceeds, respectively; and
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Exercises of warrants, whether currently outstanding or to be issued in future public offerings or private placements, including induced warrant exercise transactions similar to those that we completed on January 30, 2025, August 1, 2025 and May 18, 2026, in which we raised aggregate gross proceeds of approximately $3.3 million, $1.8 million and $1.0 million, respectively.
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523,344 ordinary shares underlying all of our outstanding warrants, which consist of our 4,260 publicly-held warrants that are traded on the Nasdaq Capital Market, 141 privately-held warrants that converted from warrants of Moringa in our August 2024 business combination transaction, and 518,943 warrants that are outstanding currently that we have issued in the public offerings and/or induced warrant exercise transactions for which H.C. Wainwright has acted as placement agent;
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4,900 ordinary shares reserved for issuance under our equity incentive plans, consisting of 4.900 ordinary shares, in the aggregate, underlying outstanding awards under the 2024 Plan and our 2013 Share Option Plan, and no ordinary shares reserved for future issuance under those plans;
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245,775 ordinary shares (approximately) that we estimate will be issuable to the Moringa Sponsor upon the conversion of the remaining $1,229,000 outstanding principal amount due to it under the Moringa Sponsor Note, assuming a conversion price of $5.00 per ordinary share, which approximates the closing price of the ordinary shares on the Nasdaq Capital Market on June 2, 2026 (which was $4.99 per share); and
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an estimated 2,391,898 ordinary shares that we expect to issue and sell under our ATM via H.C. Wainwright within the next two years (from June 2, 2026), based on our estimated raise of $11.96 million, in the aggregate, under that facility over that two-year period, which constitutes the entire remaining amount of the $13.17 million originally available under the ATM, and assuming that our shares are sold at a price of $5.00 per share, which approximates the closing price of the ordinary shares on the Nasdaq Capital Market on June 2, 2026 (which was $4.99 per share).
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Current number of authorized ordinary shares, total
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5,900,000
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Authorized ordinary shares, issued
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852,161
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Authorized ordinary shares, unissued
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5,047,839
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Ordinary shares issuable upon exercise of all outstanding warrants
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523,344
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Ordinary shares reserved for issuance (both underlying outstanding grants and available for future grants) under equity incentive plans (2024 Plan and 2013 Share Option Plan)
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4,900
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Ordinary shares estimated for issuance and sale under ATM during next two years (1)
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2,391,898
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Ordinary shares (estimated) for repayment of remaining balance of Moringa Sponsor Note (2)
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245,775
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Remaining authorized, unissued available ordinary shares
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1,881,922
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The number of ordinary shares that we will actually issue and sell under the ATM over the next two years (from June 2026 through May 2028) to use up the entire $11.96 million remaining available amount under the ATM (out of the $13,170,000 total amount that was originally available and covered by our shelf registration statement on Form S-3 (SEC file number 333-290544) and related prospectus supplement) will depend on fluctuating market prices, and may differ substantially from the estimated 2,391,898 ordinary shares set forth in the table, which is based on a market price of $5.00 per share, which approximates the closing price of the ordinary shares on the Nasdaq Capital Market on June 2, 2026 ($4.99 per share).
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Because the number of shares underlying the Moringa Sponsor Note depends on fluctuating market prices or prices per share in potential financing transactions at which we may convert outstanding amounts owed under the note, we are unable to accurately predict the actual number of shares that we will issue for conversion of all remaining outstanding amounts under that note. The number of shares reflected in the above table assumes the conversion of the remaining $1,229,000 outstanding principal amount at a price of $5.00 per share, which approximates the closing price of the ordinary shares on the Nasdaq Capital Market on June 2, 2026 ($4.99 per share).
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each person or entity known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;
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each of our officers and directors; and
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all our officers and directors as a group.
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Name and Address of Beneficial Owner (1)
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Number of Shares
Beneficially Owned
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Approximate
Percentage of
Outstanding
Ordinary Shares
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Directors and Executive Officers of Silexion:
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Ilan Hadar
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16,643
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(2) |
2.0
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%
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Dror Abramov
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1,111
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(3) |
*
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Ruth Alon
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1,122
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(4) |
*
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Avner Lushi (5)
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2,727
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(6) |
*
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Dr. Shlomo Noy (7)
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2,727
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(6) |
*
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Dr. Amnon Peled
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902
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(8) |
*
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Dr. Mitchell Shirvan
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8,789
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(9) |
1.0
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%
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Mirit Horenshtein Hadar, CPA
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12,515
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1.5
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%
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All executive officers and directors as a group (8 individuals)
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43,262
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(10) |
5.1
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%
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Five Percent Holders:
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Entities affiliated with Intracoastal Capital LLC (11)
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71,420
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(12) |
7.7
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%
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Moringa Sponsor, LP and related persons (13)
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138,382
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(14) |
16.2
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%
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3i, LP (15)
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56,500
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(16) |
6.2
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%
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Orca Capital AG (17)
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53,487
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(18) |
5.9
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%
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*
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Less than 1%.
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(1)
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Unless otherwise noted, the business address of each beneficial owner listed in the above table is c/o Silexion Therapeutics Corp, 12 Abba Hillel Road, Ramat Gan, Israel 5250606.
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(2)
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Includes 96 ordinary shares issuable upon exercise of options, at an exercise price of $9,077.10 per share, all of which are vested and currently exercisable.
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(3)
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Includes 93 ordinary shares issuable upon exercise of options, at an exercise price of $189.00 per share, all of which are vested and currently exercisable.
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(4)
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Includes 93 ordinary shares issuable upon exercise of options, at an exercise price of $189.00 per share, all of which are vested and currently exercisable.
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(5)
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The shares reported in this row consist entirely of ordinary shares held of record by Guangzhou Sino-Israel Biotech Fund ("GIBF"), with respect to which Mr. Lushi possesses shared voting and investment authority as a result of his serving as a Managing Partner and CEO of GIBF.
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(6)
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Includes 187 ordinary shares issuable upon exercise of options held by GIBF, at an exercise price of $189.00 per share, all of which are vested and currently exercisable.
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(7)
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The shares reported in this row consist entirely of ordinary shares held of record by GIBF, with respect to which Dr. Noy possesses shared voting and investment authority as a result of his serving as Chief Medical Officer of GIBF.
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(8)
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Includes 78 ordinary shares issuable upon exercise of options, at an exercise price of $189.00 per share, all of which are vested and currently exercisable.
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(9)
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Includes 48 ordinary shares issuable upon exercise of options, at an exercise price of $9,077.10 per share, all of which are vested and currently exercisable.
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(10)
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The number of ordinary shares reported in this row for all executive officers and directors as a group includes 595 shares underlying options granted to the Company's non-employee directors in February 2025, as those options have fully vested as of June 1, 2026.
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(11)
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The ordinary shares reported in this row are beneficially owned by Intracoastal Capital LLC, Mitchell P. Kopin and Daniel B. Asher. Mr. Kopin and Mr. Asher, as the controlling persons of Intracoastal Capital LLC, may be deemed to have shared voting and dispositive power with respect to these securities. The principal business office of Mr. Kopin and Intracoastal Capital LLC is 245 Palm Trail, Delray Beach, Florida 33483, and the principal business office of Mr. Asher is 1011 Lake Street, Suite 311, Oak Park, Illinois 60301.
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(12)
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Consists of 32,500 ordinary shares underlying Series C warrants and 38,920 ordinary shares underlying Series D warrants, all of which warrants will be exercisable at a price of $5.00 per underlying ordinary share upon (and assuming) the approval of the New Warrrant Exercisability Proposal at the extraordinary general meeting.
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(13)
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Based on a Schedule 13D/A filed with the SEC on May 29, 2026. The shares reported in this row are held of record by the Moringa sponsor, Moringa Sponsor, LP and/or by Greenstar, L.P., each a Cayman Islands exempted limited partnership. Moringa Partners Ltd., an Israeli company that is wholly-owned by Mr. Ilan Levin, serves as the sole general partner of each of the Moringa sponsor and Greenstar, L.P. Mr. Levin is the sole director of that general partner. As a result of his ownership of that general partner, Mr. Levin possesses sole voting and investment authority with respect to the shares directly held by the Moringa sponsor and Greenstar, L.P. The limited partnership interests of the Moringa sponsor and Greenstar, L.P. are held by various individuals and entities, including Mr. Levin. Mr. Levin disclaims beneficial ownership of the securities held by the Moringa sponsor and Greenstar, L.P., other than to the extent of his direct or indirect pecuniary interest in such securities. The address of each of the persons and entities beneficially owning the shares that are reported in this row is c/o Moringa Acquisition Corp, 250 Park Avenue, 7th floor, New York, NY 10177.
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(14)
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Consists of (i) 696 ordinary shares, (ii) 37 ordinary shares underlying warrants, and (iii) an aggregate of 137,501 ordinary shares issued on September 15, 2025 and May 18, 2026, upon conversion of an aggregate of $2.2 million of the outstanding amount under the Moringa Sponsor Note, all of which are held by Moringa Sponsor, LP, and (iv) 148 ordinary shares held by Greenstar, L.P.
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(15)
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The ordinary shares reported in this row are beneficially owned by 3i, LP. 3i Management LLC is the general partner of 3i, LP, and Maier Joshua Tarlow is the manager of 3i Management LLC. As such, Mr. Tarlow exercises sole voting and investment discretion over securities beneficially owned directly or indirectly by 3i, LP and 3i Management LLC. The business address of each of the aforementioned parties is 2 Wooster Street, 2nd Floor, New York, NY 10013.
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(16)
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Consists of 26,250 ordinary shares underlying Series C warrants and 30,250 ordinary shares underlying Series D warrants, all of which warrants will be exercisable at a price of $5.00 per underlying ordinary share upon (and assuming) the approval of the New Warrrant Exercisability Proposal at the extraordinary general meeting.
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(17)
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Roman Grodon, Thomas Koenig, and Beate Ruhle-Burkhardt have shared voting control and investment discretion over the securities beneficially owned by Orca Capital AG. The principal business address of Orca Capital AG is Sperl-Ring 2, 85276 Hettenshausen, Germany.
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(18)
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Consists of 26,250 ordinary shares underlying Series C warrants and 27,237 ordinary shares underlying Series D warrants, all of which warrants will be exercisable at a price of $5.00 per underlying ordinary share upon (and assuming) the approval of the New Warrrant Exercisability Proposal at the extraordinary general meeting.
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By Order of the Board
/s/ Mirit Horenshtein Hadar
Chief Financial Officer and Secretary
Ramat-Gan, Israel
June __, 2026
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AUTHORIZED SHARE CAPITAL INCREASE PROPOSAL.
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Please mark votes as indicated in this example: ☒
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FOR
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AGAINST
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ABSTAIN
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Proposal 1: New Warrant Exercisability Proposal. Approval of the exercisability of the (i) aggregate 399,020 new Series C ordinary warrants and Series D ordinary warrants to purchase 399,020 ordinary shares at an exercise price of $5.00 per ordinary share, and (ii) 13,966 placement agent warrants to purchase 13,966 ordinary shares at an exercise price of $6.25 per ordinary share, which Silexion issued pursuant to an induced warrant exercise transaction that was completed on May 18, 2026
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☐
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☐
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☐
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Proposal 2: Authorized Share Capital Increase Proposal. An increase (pursuant to an ordinary resolution) to the authorized share capital of the Company by _____ ordinary shares, from US$796,500 divided into 5,900,000 ordinary shares, par value US$0.135 each, to US$______ divided into ______ ordinary shares, par value US$0.135 each
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☐
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☐
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☐
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"5. The authorized share capital of the Company is US$______, divided into _________ Ordinary Shares of a par value of US$0.135 each."
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